exh4-10_option.htm


     

    
      

      

    

     

     

     

     

     

     

    EXHIBIT 4.10

     

    OPTION AGREEMENT WITH MINERA PHELPS DATED
SEPTEMBER 19, 2007

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    OPTION
AGREEMENT

     

    (Junin
Group)

     

    


     

    THIS OPTION AGREEMENT is made
effective as of the __day of _______, 2007.

     

    BETWEEN:

     

    MINERA PHELPS DODGE PERU
S.A.C., a company organized under the laws of Peru (“MPDP”),

     

    OF THE
FIRST PART

     

    AND

     

    AMERA RESOURCES (BVI) INC. , a
corporation organized under the laws of the British Virgin Islands. (“AMERA”).

     

    OF THE
SECOND PART

     

    RECITALS:

     

    A.                      
The Parties have agreed in principle to terms by which AMERA will be granted the
exclusive option to explore and to acquire up to a 70% ownership interest in the
Chuquitura, Ocoro, Cinta Verde and Rosas groups of mineral concessions situated
in central Peru, all of which are held by MPDP, described in Schedule A attached
hereto and shown, for illustrative purposes only, on the maps or
plats  included in said Schedule A (the mineral concessions being
referred to collectively as the “Property” and the groups of
concessions being referred to individually as a “Claim Group”);
and

     

    B.                      The
following sets forth the terms and conditions upon which: (i) AMERA may acquire
an undivided 70% ownership interest in the Property, (ii) MPDP may reacquire an
undivided 30% interest (for a total undivided 60% ownership interest) in one or
more of the Claim Groups, (iii) the Property will be operated during the
exercise of the acquisition and reacquisition rights, and (iv) one or more joint
ventures will be formed for the exploitation of one or more Claim
Groups.

     

     

    NOW, THEREFORE, for and in
consideration of the sum of $10 paid by AMERA to MPDP, the receipt and
sufficiency of which is hereby acknowledged by MPDP, and for other good and
valuable consideration, the Parties agree as follows:

     

    


    ARTICLE
I

     

    INTERPRETATION

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.1           Definitions

     

     

    For the
purposes of this Agreement, the following capitalized words and phrases when
used herein have the following meanings:

     

    Additional Property means
Mineral Rights or Other Rights, or any interest therein, acquired in whole or in
part within an Area of Interest and which become a part of the Assets as
contemplated by Section 3.1(i).

     

    Affiliate means, with respect
to a Party, any person, partnership, joint venture, corporation or other form of
enterprise which directly or indirectly controls, is controlled by, or is under
common control with, a Party and, for such purposes, "control" means possession,
directly or indirectly, of the power to direct or cause direction of management
and policies through ownership of voting securities, contract, voting trust or
otherwise, and includes a partnership or joint venture over which a Party
exercises control.

     

    Agreement means this Option
Agreement.

     

    Area of Interest means the
area within the respective boundaries of the Property and the area up to one (1)
kilometer outside of such respective boundaries as shown on
Schedule  A.

     

    Assets means the Property and
all Exploration Information in the possession or under the control of MPDP as of
the Effective Date, together with all Additional Property, Exploration
Information, exploration tools, supplies and equipment hereafter acquired by
either Party, if the costs of acquisition thereof are included in Expenditures
made for the purposes of Sections 2.1 or 2.2 .

     

    Business Day means a day that
is not a Saturday, Sunday or a day on which banks in Lima, Peru are closed for
business.

     

    Claim Group shall have the
meaning given the phrase in Recital A.

     

    Completion Notice shall have
the meaning given in Section 2.2(b).

     

    Effective Date means the
effective date of this Agreement first set forth above.

     

    Encumbrance means any
mortgage, charge, pledge, hypothecation, security interest, assignment, lien
(statutory or otherwise), charge, title retention agreement or arrangement,
royalty, restrictive covenant, a voting trust or pooling agreement with respect
to securities, a deposit by way of security, a survey exception, easement, right
of way or title reservation or other encumbrance of any nature.

     

    Exchange means the Canadian
TSX Venture Exchange.

     

    Expenditures means all costs
and expenses of whatever kind or nature spent or incurred by or on behalf of
AMERA or MPDP, as the case may be, from and after the Effective Date in the
conduct of exploration and development activities on or in relation to the
Property, including, without limitation:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (a)  in
preparing for and in the application for and acquisition of environmental and
other permits necessary or desirable to commence and complete exploration and
development activities;

     

    (b) in
doing geological, geophysical and geochemical surveys, sampling, drilling,
trenching, assaying, analytical, mineralogical and metallurgical testing to
determine the quantity and quality of Minerals, water and other materials or
substances;

     

    (c)  in the
preparation and conduct of work programs and the presentation and reporting of
Exploration Information and the results of activities undertaken to generate
Exploration Information, including any program for the preparation of a
feasibility study or other evaluation of Property;

     

    (d)           for
environmental remediation and rehabilitation;

     

    (e)           in
acquiring or constructing facilities, equipment or machinery, or the use
thereof, and for all parts, supplies and consumables;

     

    (f)           for
salaries and wages relating to field expenses;

     

    (g)           travelling
expenses and fringe benefits (whether or not required by law) of all persons
engaged in work with respect to and for the benefit of Property, including for
their food, lodging and other reasonable needs;

     

    (h)           payments
to contractors or consultants for work done, services rendered or materials
supplied;

     

    (i)         the
cost of insurance premiums and performance bonds or other security;

     

    (j)         all
applicable taxes; and
(k)                                                                             an
overhead charge equal to 10% of all Expenditures referred to in clauses (a)
through (j) above.

     

    Exploration Information means
geological, geophysical, geochemical, sampling, drilling, trenching, analytical
testing, assaying, mineralogical, metallurgical and other similar information
concerning a Claim Group that is derived from activities undertaken to locate,
investigate, define or delineate a mineral prospect or mineral
deposit.

     

    Holdings shall have the
meaning given in Section 5.1.

     

    Interest means an undivided
right, title and beneficial ownership right in the Assets.

     

    Interest Option means the
right and option granted to AMERA to earn and acquire an undivided 70%
Interest.

     

    Joint Venture means an
incorporated or unincorporated joint venture formed pursuant to Section
2.5(a).

     

    Joint Venture Agreement means
a joint venture shareholders agreement negotiated and executed by the Parties
with respect to a Claim Group containing, inter alia, the provisions
mentioned in Section 2.5(c).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Joint Venture Company means a
company that may be formed by the Parties pursuant to Section
2.5(b).

     

    Minerals means ores, and
concentrates or metals derived there from, containing valuable minerals
(including diamonds) and which are found in, on or under Property and may
lawfully be explored for, mined and sold pursuant to the Mineral Rights and
other instruments of title under which Property is held.

     

    Mineral Rights means the
concessions and other forms of tenure or rights to Minerals conferring the right
to work upon lands for the purpose of exploring for, developing or extracting
Minerals under any form of mineral title recognized under the laws of Peru or
any subdivision thereof, whether contractual, statutory or
otherwise.

     

    Notice has the meaning set out
in Section 6.2.

     

    Offer has the meaning as set
out in Section 5.3.

     

    Operator means the Party
having the right or option to make Expenditures and control operations under
this Agreement, or an Affiliate of such Party.

     

    Option Notice shall have the
meaning given in Section 2.1(b).

     

    Option Period means, with
respect to a Claim Group, the period during which AMERA is earning its Interest
and exercising the Interest Option and the period thereafter during which AMERA
makes Expenditures and performs drilling with respect to one or more Claim
Groups and further during which MPDP may satisfy the requirements for the
exercise of one or more Reacquisition Options.

     

    Other Rights means any
interest in real property, whether freehold, leasehold, license, right of way,
easement, any other surface or other right in relation to real property, and any
right, licence or permit in relation to the use or diversion of water, but
excluding any Mineral Rights.

     

    Owner has the meaning as set
out in Section 5.3.

     

    Party means any person,
partnership, joint venture, corporation or other form of enterprise that is a
party to this Agreement.

     

    Property means Mineral Rights
and Other Rights subject to this Agreement as of the Effective
Date.  The Property is comprised of all the Claim Groups.

     

    Proposed Purchaser has the
meaning as set out in Section 5.3.

     

    Reacquisition Notice shall
have the meaning given in Section 2.2(c).

     

    Reacquisition Option means the
right and option of MPDP to reacquire an undivided thirty percent (30%) Interest
(for a total 60% Interest) in a Claim Group by reimbursing AMERA for certain
expenditures and completing certain drilling pursuant to Section
2.2.

     

    Rules shall have the meaning
given in Section 6.9.

     

    Transfer, Transferring and
Transferred shall have the meaning given in Section 5.1.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.2           Included
Words

     

    This
Agreement will be read with such changes in gender or number as the context
requires.

     

    1.3           Headings

     

    The
headings to the Articles, sections, subsections or clauses of this Agreement are
inserted for convenience only and are not intended to affect the construction
hereof.

     

    1.4           References

     

    Unless
otherwise stated, a reference herein to a numbered or lettered Article, section,
subsection, clause or schedule refers to the Article, section, subsection,
clause or schedule bearing that number or letter in this
Agreement.  A reference to "this Agreement", "hereof", "hereunder",
"herein" or words of similar meaning, means this Agreement including the
schedules hereto, together with any amendments thereof.

     

    1.5           Currency

     

    All
monetary amounts expressed herein, unless otherwise specified, refer to lawful
currency of the United States of America.

     

    1.6           Knowledge

     

    Where any
representation or warranty contained in this Agreement is expressly qualified by
reference to the knowledge of a Party, that Party confirms that it has made due
and diligent inquiry of such persons (including appropriate officers of that
Party) as it considers necessary as to the matters that are the subject of the
representations and warranties.

     

    1.7           Schedules

     

    The
following schedules are attached to and incorporated in this Agreement by this
reference:

     

    A                      Description
of  Property

     

     B                      Net
Smelter Returns Royalty Agreement

     

    1.8           Severability

     

    If any
provision of this Agreement is or becomes illegal, invalid or unenforceable, in
whole or in part, the remaining provisions will nevertheless be and remain valid
and subsisting and the said remaining provisions will be construed as if this
Agreement had been executed without the illegal, invalid or unenforceable
portion.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
II

     

    INTERESTS
OF THE PARTIES

     

    2.1           AMERA’s
Interest Option.

     

    (a)           Grant of Interest
Option.  MPDP hereby grants to AMERA the exclusive and
irrevocable right and option (“Interest Option”) to acquire,
free and clear of any and all Encumbrances created by or through MPDP, an
undivided 70% Interest in the Property by completing minimum Expenditures of Two
Hundred Thousand Dollars (US$200,000), including drilling costs, and diamond
drilling a minimum of one thousand five hundred (1,500) cumulative meters on or
before the second anniversary of the Effective Date for the exploration or
development of the Property.  In addition, prior to the second
anniversary of the Effective Date, AMERA shall pay, not less than thirty (30)
days before they first become due, all claim fees, taxes and rents assessed to
the Property, subject to the right of AMERA to drop and exclude any Claim Group
from this Agreement pursuant to Section 4.1(b).  Such diamond drilling
may be conducted on any one or more of the concessions and on any one or more of
the Claim Groups included in the Property, and no minimum expenditure or
drilling will be required on each Claim Group in order for AMERA to acquire its
70% Interest in the Property.

     

    (b)           Option Notice.  Not
later than sixty (60) days after the second anniversary of the Effective Date,
AMERA shall give MPDP written notice that it has completed the minimum
Expenditures, payments and drilling required by Sections 2.1(a), together with
(A) a reasonably detailed accounting of such Expenditures and payments certified
to be true and correct by the chief financial officer of AMERA, (B) drill logs
of the drilling completed, and (C) a thorough technical report of the data and
interpretations derived from such Expenditures and drilling, including all
assays and geochemical, geophysical and geological analyses made (collectively,
the “Option
Notice”).  Upon giving the Option Notice, AMERA shall be deemed
(subject to Section 2.3) to have completed the requirements necessary to
exercise, and to have exercised, the Interest Option and to have acquired an
initial undivided seventy percent (70%) Interest in the Property, subject to the
Condition Subsequent as provided by Section 2.1(e) and further subject to the
Reacquisition Option of MPDP pursuant to Section 2.2.

     

     (c)                      Required
Reports.  AMERA shall prepare and deliver to MPDP not later
than thirty (30) days after each anniversary of the Effective Date during the
continuance of this Agreement a written report detailing the Expenditures made,
the claim fees, taxes and rents paid, the cumulative drilling completed and any
other activities carried out on the Property during the preceding year, and a
thorough technical report of the data and interpretations derived from such
Expenditures and drilling, including all assays and geochemical, geophysical and
geological analyses made, together with copies of all technical reports prepared
by or for AMERA during such year.

     

    (d)           Option Only.  The
foregoing provisions with respect to the exercise of the Interest Option and
acquisition of a 70% Interest in the Property constitute an option only and
nothing contained in this Agreement shall obligate AMERA to fund any
Expenditures or conduct any drilling on or for the benefit of the Property,
subject to the obligation of AMERA to pay claim fees, taxes and rents, if
required pursuant to Section 4.3.

     

    (e)           Condition Subsequent/Reversion of
Interest.  On or before the fifth anniversary of the Effective
Date, AMERA shall have either (i) given MPDP a Completion Notice for each


     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      Claim
Group included in the Property, pursuant to Section 2.2(b), or (ii) dropped and
excluded such Claim Group from this Agreement pursuant to Section
4.1(b).  The failure of AMERA to give MPDP a Completion Notice for a
Claim Group on or before the fifth anniversary of the Effective Date shall
effect the automatic divestiture of AMERA’s Interest in such Claim Group and
reversion thereof to MPDP without any further act or notice on the part of
MPDP.  The divestiture of AMERA’s Interest in a Claim Group and
reversion thereof to MPDP shall not affect AMERA’s Interest in any Claim Group
for which AMERA has given MPDP a timely Completion Notice.  Upon
request by MPDP, AMERA shall execute and deliver to MPDP a special warranty
assignment of such divested Interest in the form provided by Section
2.4.

    

     

    2.2           MPDP’s
Reacquisition Rights

     

    (a)           Reacquisition
Option.   At such time as AMERA
shall have (i) completed at AMERA’s sole cost and expense fifteen hundred
(1,500) meters of cumulative diamond drilling on a Claim Group, including any
diamond drilling conducted pursuant to Section 2.1(a) on such Claim Group, (ii)
paid or caused to be paid all claim fees, taxes and rents that have first become
due for such Claim Group since the Effective Date, and (iii) given MPDP notice
thereof, MPDP shall have the exclusive and irrevocable right and option to
reacquire an undivided thirty percent (30%) Interest (for a total sixty percent
(60%) Interest) in such Claim Group.

     

    (b)           Completion
Notice.  AMERA shall give MPDP written notice of its completion
of the drilling and payments contemplated by Section 2.2(a) for a Claim Group,
together with (i) a reasonably detailed statement of the Expenditures and
payments made for and the drilling conducted on such Claim Group certified to be
true and correct by the chief financial officer of AMERA, (ii) drill logs of the
drilling completed, and (iii) a thorough technical report of the data and
interpretations derived from such Expenditures and drilling, including all
assays and geochemical, geophysical and geological analyses made (collectively,
the “Completion
Notice”).  Upon giving the Completion Notice, AMERA shall be
deemed (subject to Section 2.3) to have completed the requirements necessary to
trigger MPDP’s Reacquisition Option with regard to the Claim Group that is the
subject of the Completion Notice.

     

    (c)           Reacquisition
Notice.  Within sixty (60) days after MPDP receives AMERA’s
Completion Notice required by Section 2.2(b), MPDP shall give AMERA notice
(“Reacquisition Notice”)
of MPDP’s election to reacquire or not to reacquire an undivided thirty percent
(30%) Interest (for a total sixty percent (60%) Interest) in the Claim Group
that is the subject of the Completion Notice.

     

    (d)           Reacquisition Reimbursement and
Drilling.  If MPDP timely gives a Reacquisition Notice electing
to reacquire such Interest, MPDP shall (i) within thirty (30) days after giving
the Reacquisition Notice reimburse AMERA for two (2) times the amount of AMERA’s
Expenditures on or for the benefit of the Claim Group that is the subject of the
Completion Notice, including AMERA’s Expenditures to complete fifteen hundred
(1,500) meters of diamond drilling on such Claim Group, and (ii) complete,
within two (2) years after the Reacquisition Notice is given, three
thousand  (3,000) meters of cumulative diamond drilling on such Claim
Group at MPDP’s sole cost and expense.  The amount of the
reimbursement shall be determined by AMERA’s certified accounting (subject to
Section 2.3).  Upon timely completion of such reimbursement and
drilling by MPDP, MPDP shall have exercised the Reacquisition Option and shall
have an initial undivided sixty  percent (60%) Interest in such Claim
Group and AMERA shall have an initial undivided forty percent (40%) Interest
therein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

                 
(e)           Required
Report.  Within thirty (30) days after completion of the
drilling required to exercise the Reacquisition Option, MPDP shall prepare and
deliver to AMERA (i) drill logs of the drilling completed, and (ii) a thorough
technical report of the data and interpretations derived from such drilling,
including all assays and geochemical, geophysical and geological analyses
made.

     

    (f)           Failure to Exercise Reacquisition
Option.  If MPDP elects not to reacquire an undivided thirty
percent (30%) Interest in a Claim Group that is the subject of a Completion
Notice, or if MPDP fails timely to give an affirmative Reacquisition Notice with
regard to a Claim Group included in a Completion Notice, or if MPDP fails timely
to complete the reimbursement or drilling required by Section 2.2(d), AMERA
shall retain its entire Interest in the Claim Group and shall have an initial
undivided seventy percent (70%) Interest in such Claim Group free and clear of
any Encumbrance created by or through MPDP and free and clear of any further
MPDP Reacquisition Option.  Thereafter, MPDP shall have an initial
undivided thirty percent (30%) Interest in such Claim Group.

     

    (g)           Option Only.  The
foregoing provisions with respect to the exercise of the Reacquisition Option
constitute an option only and nothing contained in this Agreement shall obligate
MPDP to undertake reimbursement or drilling or to complete once begun all of the
drilling necessary to reacquire an undivided thirty percent (30%) Interest (for
a total sixty percent (60%) Interest) in a Claim Group.

     

    2.3           Audit
of Expenditures.

     

    A Party shall have the right to audit
accounts and records of the other Party relating to Expenditures made or
drilling performed by such other Party if such audit is requested within sixty
(60) days after the auditing Party receives an Option Notice pursuant to Section
2.1(b), a Completion Notice pursuant to Section 2.2(b) or a Reacquisition Notice
pursuant to Section 2.2(c).  Such audit shall be made at such
reasonable time and place as the auditing Party may designate that will not
unreasonably interfere with the operations of the audited Party.  If
such audit determines that there is a deficiency in the amount of Expenditures
or drilling, the audited Party may cure such deficiency by making qualifying
Expenditures or performing qualifying drilling equal to the shortfall within
ninety (90) days after receipt of a copy of the audit results or, in lieu
thereof, pay the amount or value of the shortfall to the auditing Party in
cash.  The auditing Party shall pay all costs of the audit unless a
deficiency of five percent (5%) or more of the required Expenditures or drilling
is determined to exist.  The audited Party shall pay the costs of the
audit if a deficiency of five percent (5%) or more of the required Expenditures
or drilling is determined to exist.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.4           Conveyance
of Interests.

     

    At any
time after final disposition of MPDP’s Reacquisition Option and formation of a
Joint Venture Company with respect to a Claim Group, the Parties shall cause the
title to the concessions comprising the Claim Group to be conveyed to the Joint
Venture Company.  Such conveyance shall be made by a recordable
special warranty assignment, subject to usual and customary matters applicable
to Peruvian mineral concessions, with warranty that the conveyance is made free
and clear of any and all Encumbrances created by or through the grantor, and not
otherwise.

     

    2.5           Joint
Venture.

     

    (a)           Formation of Joint
Venture.  Upon final disposition of MPDP’s Reacquisition Option
in a Claim Group, MPDP and AMERA will form a Joint Venture and execute a Joint
Venture Agreement with respect to such Claim Group.  The Joint Venture
will be formed for the purpose of carrying out all such acts that are necessary
or appropriate to:

     

    (i)           hold
the Assets relating to the Claim Group;

     

    (ii)           explore
the Claim Groups for Minerals and, if feasible, develop a mine
thereon;

     

    (iii)          so
long as it is technically, economically and legally feasible, operate such mine
and exploit the Minerals extracted from the Claim Groups; and

     

    (iv)           carry
out any other activity in connection with or incidental to any of the
foregoing.

     

    (b)           Joint Venture
Company.  Upon the formation of a Joint Venture under
Section 2.5(a), MPDP and AMERA may form a Joint Venture
Company.  The Joint Venture and the Joint Venture Company, if any,
shall be structured in such a manner as to be tax efficient for the
Parties.  The Parties will promptly cause their respective Interests
in the relevant Claim Group to be conveyed to the Joint Venture Company upon its
formation.  Not later than thirty (30) days after the formation
of  a Joint Venture the Parties will execute and deliver a Joint
Venture Agreement with respect to the Claim Group in the form negotiated and
agreed upon pursuant to Section 2.5(c)

    


     

    (c)           Joint Venture Agreement
Form.  Within sixty (60) days after the exercise by AMERA of
its Interest Option, the Parties will negotiate in good faith and agree upon the
form of a Joint Venture Agreement.  The Joint Venture Agreement shall
contain, among other things; (i) standard representations and warranties on the
part of each of the Parties, that are commercially reasonable in the
circumstances; (ii) provisions as to restrictions on the transfer of the joint
venture interest to non-affiliated companies and a right of first refusal in the
event of a contemplated transfer to a non-affiliated company; (iii) provisions
as to venture governance, including the formation and authority of a management
committee and the designation, duties, resignation and removal of an operator;
(iv) provisions as to valuation of contributions and dilution of interests (when
a participant elects not to contribute its pro rata share of an approved program
and budget) and as to double dilution (in the case of the latter, when a venture
participant agrees to contribute its pro rata share and subsequently fails to do
so); (v) provisions 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

      for
conversion of a Party’s interest to a One Percent (1%) net smelter return royalty
upon a Party’s percentage interest in the Joint Venture being reduced to 10% or
less, including provision for the execution of a royalty agreement by the
Parties in such event substantially in the form attached hereto
as  Schedule B; (vi) provisions as to force majeure; (vii) provisions
as to confidentiality; (viii) provisions as to governing law (British Columbia);
and (ix) provisions for arbitration of joint venture disputes under UNCITRAL
rules.

    

     

    2.6           Representations
and Warranties

     

    (a)           Each
Party represents and warrants to the other that:

     

    (i)           if
a company, it is a company duly incorporated, valid­ly subsisting and in
good standing with respect to filing of annual reports under the laws of the
jurisdiction of its incorporation and is qualified to do business and to hold an
interest in the  Property in the jurisdiction in which the Property is
located;

     

    (ii)          it
has full power and authority to carry on its busi­ness and to enter into
this Agreement and any agreement or instrument referred to in or contemplated by
this Agreement and to carry out and perform all of its obligations and duties
hereunder; and

     

    (iii)         it
has duly obtained all authorizations for the execu­tion, delivery and
performance of this Agreement, and such execution, delivery and performance and
the con­summation of the transactions herein contemplated will not conflict
with, or accelerate the performance required by or result in any breach of any
covenants or agreements contained in or constitute a default under, or result in
the creation of any encumbrance, lien or charge under the provisions of its
constating or initiating documents or any indenture, agreement or other
instrument whatsoever to which it is a party or by which it is bound or to which
it may be subject and will not contravene any applicable laws.

     

    (b)           MPDP
represents and warrants to AMERA that to the best of MPDP’s
knowledge:

     

    (i)  it is the sole beneficial onwer of a 100% undivided
interest in and to the Property;

     

    (ii)  the Property is in good standing under the laws of the
jurisdiction in which the Property is located;

     

    (iii)  the
Property is free and clear of all liens, charges and encumbrances and is not
subject to any right, claim or interest of any other person;

     

    (iv)  it has
complied with all laws in effect in the juris­diction in which the Property
is located with respect to the Property, and such Property has been duly and
properly  registered in accordance with such laws; and

     

    (v) there is
no adverse claim or challenge against or to the ownership of or title to the
Mineral Rights, or any por­tion thereof nor is there any basis therefor and
there are no outstanding agreements or options to acquire or purchase the
Property or any portion thereof or interest therein and no person has any
royalty 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    or
interest whatsoever in production or profits from the Property or any portion
thereof.

     

    (c)           The
representations and warranties hereinbefore set out are conditions on which the
parties have relied in entering into this Agreement, are to be construed as both
conditions and warranties and shall, regardless of any investigation which may
have been made by or on behalf of any party as to the accuracy of such
representations and warranties, survive the closing of the transaction
contemplated hereby and each of the parties will indemnify and save the other
harmless from all loss, damage, costs, actions and suits arising out of or in
connection with any breach of any representation or warranty contained in this
Agreement, and each party shall be entitled, in addition to any other remedy to
which it may be entitled, to set off any such loss, damage or costs suffered by
it as a result of any such breach against any payment required to be made by it
to any other party hereunder.

     

    ARTICLE
III

     

    OPERATIONS
DURING OPTION PERIOD

     

    3.1           Duties
of the Operator.

     

    AMERA shall be the Operator during the
Option Period, except with regard to drilling operations undertaken by MPDP for
the purpose of exercising a Reacquisition Option with respect to a particular
Claim Group and for such limited purpose only MPDP shall be the Operator for
such operations.  The Operator shall comply with the following
requirements and obligations, except as otherwise specifically
provided:

     

    (a)           Concessions
Maintenance.  At all times during the Option Period, AMERA
shall take all action necessary to maintain the Property in good standing, including (i) timely payment of
all claim fees, taxes and rents, performance of all qualifying work, and
filing of all reports required to maintain the Property; and (ii) timely filing
in the appropriate governmental offices of all applications for extensions or
renewals of the concessions.  Not less than thirty (30) days prior to
the date the payments, performances or filings set forth in clauses 3.1(a)(i)
and (ii) are first due, AMERA will provide MPDP with proof of performance of
such obligations or AMERA shall have previously provided MPDP with notice that
AMERA elects to drop and exclude such Claim Group and the concessions included
therein from this Agreement pursuant to Section 4.1(b).  If AMERA
fails timely to provide such proof or, alternatively, such notice, MPDP may (but
shall not be obligated to) make such payments, performance or filings and AMERA
will promptly reimburse MPDP for all expenses incurred by MPDP in connection
therewith.

     

    (b)           Compliance with Applicable
Laws.  All activities undertaken by the Operator pursuant to
this Agreement shall be conducted in compliance with applicable national,
provincial, departmental and local laws, rules and regulations, including
environmental laws and all lawful orders of any governmental authority or
agency, and in compliance with mutually acceptable safety standards and
procedures consistent therewith.  AMERA covenants with MPDP that in
the performance of this Agreement AMERA will, and will cause its officers,
directors, agents, employees, consultants and contractors to, comply strictly
with the Foreign Corrupt
Practices Act (United States) 15 U.S.C., Sections 78dd-1, et seq., which,
it is acknowledged, prohibits, inter alia, the direct or indirect payment or
offering of money or anything of value to any government official, political
party, or candidate for a political office 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      for the
purpose of obtaining or retaining business (a “proscribed
payment”).  AMERA represents and warrants that in the performance of
its obligations hereunder or otherwise in connection with the conduct of
business contemplated herein:  (i) it has not made, and will not make,
any such proscribed payment; and (ii) it was not, and will not be, in violation
of similar legislation in Canada, namely the Corruption of Foreign Public
Officials Act (Canada) and the Proceeds of Crime (Money Laundering)
and Terrorist Financing Act (Canada).

    

     

    (c)           Standard of
Care.  The Operator shall conduct all activities relating to
the Property in a good, workmanlike and efficient manner and in accordance with
accepted industry standards and practices and in accordance with the terms and
provisions of leases, licenses, permits, contracts and other agreements
pertaining to the Property.

     

    (d)           Hazardous
Substances.  All hazardous substances or wastes and solid
wastes that the Operator or its contractors generate in connection with its
activities shall become the sole property of the Operator.  The
Operator shall be solely responsible for the proper handling, transportation,
storage and disposal of such substances or wastes generated in connection with
its activities and, without limiting the foregoing, shall, if necessary, use one
or more hazardous waste manifests signed by the Operator as generator to have
such hazardous substances or wastes transported to a location selected by the
Operator for final disposal.  All laboratory and field equipment are
the sole responsibility of the Operator and its contractors to decontaminate,
and all hazardous substances or wastes arising from the decontamination of such
equipment shall be managed and disposed of in compliance with applicable law and
standards.

     

    (e)           Permits and
Consents.  The Operator shall obtain all license, permits,
consents, approvals and/or authorizations required for the performance of its
activities undertaken pursuant to this Agreement.

     

    (f)           Assumption of Risk;
Indemnities.

     

    (i) AMERA, as the initial Operator,
hereby assumes any and all risks associated with activities conducted by AMERA
or its contractors under this Agreement.  AMERA shall release, defend,
indemnify and hold MPDP, its affiliates, parents, and subsidiaries and each of
their officers, directors, employees, agents and representatives harmless for,
from and against any and all claims or damages, including personal injury, death
or property damage, arising out of or related to its activities, including, but
not limited to:

     

     

    (A)           the
creation by AMERA or its contractors of any environmental condition on or near
Property;

     

    (B)           the
breach by AMERA or its contractors of any provision or requirement of this
Agreement and/or the violation of any environmental law or other law, rule,
regulation or ordinance; and/or

     

    (C)           the
treatment, storage, transportation, recycling, handling and/or disposal of any
hazardous substance generated, produced or resulting from AMERA’s activities
without regard to the location where, or manner in which, such hazardous
substance are treated, stored, transported, handled or disposed of.

     

    (ii) MPDP, when exercising a
Reacquisition Option, hereby assumes any and all risks associated with
activities conducted by MPDP or its contractors under this 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Agreement.  MPDP
shall release, defend, indemnify and hold AMERA, its affiliates, parents, and
subsidiaries and each of their officers, directors, employees, agents and
representatives harmless for, from and against any and all claims or damages,
including personal injury, death or property damage, arising out of or related
to its activities, including, but not limited to:

     

     

    (A)           the
creation by MPDP or its contractors of any environmental condition on or near
Property;

     

    (B)           the
breach by MPDP or its contractors of any provision or requirement of this
Agreement and/or the violation of any environmental law or other law, rule,
regulation or ordinance; and/or

     

    (C)           the
treatment, storage, transportation, recycling, handling and/or disposal of any
hazardous substance generated, produced or resulting from MPDP’s activities
without regard to the location where, or manner in which, such hazardous
substance are treated, stored, transported, handled or disposed of.

     

    (g)           Insurance.  AMERA
shall and shall cause its contractors undertaking activities under this
Agreement to maintain insurance policies covering all activities under this
Agreement of the type and in the minimum amounts listed below:

     

     

    (i)          Worker's
Compensation insurance at customary limits and Employer's Liability insurance
with a limit of liability not less than $500,000 per occurrence;

     

    (ii)                     Comprehensive
General Liability insurance, covering all claims of damages for injury to person
or persons, including death, to AMERA’s employees and others, and all claims on
account of real property damage, without limitation or umbrella
coverage;

     

    (iii)                     Contractual
Liability coverage, with a total limit of liability of at least $2,000,000, each
occurrence and in the aggregate;

     

    (iv)                     Comprehensive
Automobile Liability insurance, with a total of (including umbrella coverage)
$1,000,000 each occurrence and in the aggregate; and

     

    (v)          Professional
Liability insurance (errors and omissions), $1,000,000 each claim and $2,000,000
in the aggregate.

     

    MPDP
shall be named as an additional insured on the above policies.  All
policies of insurance required to be maintained under this Agreement shall be
written so that MPDP will be notified in writing of any cancellation,
termination or restrictive amendment of such policy at least thirty (30) days
prior to the effective date of such cancellation, termination or restrictive
amendment.  AMERA shall provide MPDP with certificates from insurers
reasonably acceptable to MPDP evidencing the above insurance prior to conducting
any activities on the Concessions.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     (h)           Reports/ Data.  With
respect to operations for which AMERA is the Operator, AMERA shall provide MPDP
with the written reports required by Section 2.1(c).   With
respect to Operations for which MPDP is Operator, MPDP shall provide AMERA with
the report required by Section 2.2(f).  The Operator shall maintain
records of all Exploration Information derived from operations, in paper or
electronic format, and shall account for Expenditures in accordance with
Canadian generally accepted accounting principles, consistently applied when
AMERA is the Operator and, alternatively, in accordance with United States
generally accepted accounting principles, consistently applied, when MPDP is
exercising a Reacquisition Option, with sufficient data to be furnished by the
Operator or MPDP, as the case may be, for the non-operating Party to reconcile
the accounting to the non-operating Party’s generally accepted accounting
principles, as applicable.

     

    (i)           Acquisition of Interests in
Property.  Any interest or right to acquire any interest in
Mineral Rights or Other Rights within an Area of Interest that is acquired
during the term of this Agreement by or on behalf of AMERA or MPDP shall be
subject to the terms and conditions of this Agreement.

     

    3.2           Technical
Committee.

     

    During the Option Period, the Parties
shall each designate one representative to serve on a technical
committee.  The technical committee shall meet at reasonable times and
intervals at the call of the Operator upon reasonable notice.  The
technical committee shall provide such technical advice and assistance to the
Operator as the Operator may reasonably request.

     

    3.3           Right
of Entry.

     

    Except as otherwise provided in this
Agreement and to the extent MPDP has the legal right and power to confer same
and subject to AMERA’s compliance with applicable laws and regulations
pertaining to permits, authorizations and consents, AMERA, its servants and
agents shall have the sole and exclusive right to:

     

    (a)         
 enter in, under or upon the Property and conduct prospecting, exploration,
development and mining work;

     

    (b)           exclusive
and quiet possession of the Property;

     

    (c)           bring
upon the Property and to erect thereon such mining facilities as it may consider
advisable; and

     

    (d)           remove
from the Property ore or mineral products for the purpose of bulk sampling,
pilot plant or test operations.

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
IV

     

    TERMINATION

     

    4.1           Termination
by AMERA.

     

    (a)           Withdrawal.  AMERA
may terminate its rights under this Agreement at any time upon ninety (90) days
written notice of its withdrawal to MPDP and delivering to MPDP within such
ninety-day period such documentation as MPDP may reasonably request to evidence
such termination.

     

    (b)           Partial
Termination.  AMERA may terminate its rights under this
Agreement as to one or more Claim Groups and drop and exclude any such Claim
Group from this Agreement upon ninety (90) days written notice to MPDP and
delivery to MPDP within such ninety-day period such documentation as MPDP may
reasonably request to evidence such partial termination.

     

    4.2           Termination
for Default.

     

    MPDP may terminate the rights of AMERA
under this Agreement, including the right to acquire any Interest in the
Property, by written notice to AMERA if, at any time prior to the exercise of
the Interest Option, AMERA fails to complete the minimum Expenditures, payments
or drilling required of it to such date or otherwise fails to comply with any
other material covenant or condition of this Agreement required to be kept or
performed by AMERA.  No such termination shall be effective unless
MPDP first gives AMERA written notice (with particulars) of such failure and
AMERA fails for sixty (60) days after such notice is given to correct or cure
such failure.

     

    4.3           Continuing
Liability.

     

    On termination of this Agreement
pursuant to Section 4.1(a) or 4.2, AMERA shall remain liable for continuing
obligations hereunder arising out of its activities on the Property and for
damages arising from its breach of this Agreement.  AMERA shall timely
(i) pay all claim fees, taxes and rents, (ii) perform all qualifying work, and
(iii) file all reports that are required to maintain the Property in good
standing and (iv) timely file in the appropriate governmental offices all
applications for extensions or renewals of the concessions, with respect to all
concessions if such payment, performance or filing is first due less than ninety
(90) days before the complete termination of AMERA’s rights under this Agreement
pursuant to Section 4.1(a) becomes effective, or with respect to dropped and
excluded concessions, if such payment, performance or filing is first due less
than ninety (90) days before a partial termination of AMERA’s rights under this
Agreement pursuant to Section 4.1(b) becomes effective.

     

    4.4           Non-Compete.

     

    After termination of this Agreement
pursuant to Section 4.1(a) or 4.2, AMERA shall not directly or indirectly
acquire any Mineral Rights or Other Rights, any part of which lies within an
Area of Interest for a period of twenty-four (24) months after such termination
becomes effective.  After partial termination of this Agreement
pursuant to Section 4.1(b), AMERA shall not directly or indirectly acquire any
Mineral Rights or Other Rights, any part of which lies within the Area of
Interest appurtenant to the dropped and excluded Claim Group, for a period of
twenty-four (24) months after such partial termination becomes
effective.  If AMERA or its 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    Affiliate
breaches this Section, AMERA or its Affiliate, as applicable, shall be obligated
to offer to convey to MPDP, without cost, any such Mineral Rights or Other
Rights so acquired.

     

    4.5           Delivery
of Data.

     

    Within thirty (30) days after the
complete or partial termination of AMERA’s rights under this Agreement is
effective pursuant to Section 4.1 or 4.2, AMERA shall deliver to MPDP all
Exploration Information and other information delivered to AMERA by MPDP, and
all Exploration Information, including electronic data, interpretations,
reports, drill core, samples and other tangible things, derived from the
relevant Areas of Interest by or for AMERA.

     

    4.6           Reclamation.

     

    Within thirty (30) days after the
termination of AMERA’s rights under this Agreement is effective pursuant to
Section 4.1 or 4.2, AMERA shall (i) perform all environmental and reclamation
activities required by law or the governmental agency having jurisdiction that
are related to AMERA’s activities within any relevant Area of Interest; and (ii)
reclaim and restore any portions of any relevant  Claim Group that is
in any way affected, damaged or disturbed due to AMERA’s activities to a
condition that is, to the extent practicable, consistent with conditions that
existed before the commencement of its activities, including without limitation
removal of all machinery and equipment, sealing of bore holes with
non-contaminated soil, grout or other appropriate material, and recontouring and
reseeding disturbed surfaces.

     

    ARTICLE
V

     

    TRANSFERS

     

     

    5.1           Limitations
on Transfers

     

    Except if permitted under and in
accordance with this Agreement, no Party will transfer, convey, assign, grant an
Encumbrance or grant an option in respect of or grant a right to purchase or in
any manner alienate or otherwise dispose of (in this Article, “Transfer”) any or all of its
Interest or transfer or assign any or all of its rights under this Agreement (in
this Article, such Interests and rights, collectively, “Holdings”).

     

    5.2           Prohibited
Dispositions

     

    A Party is prohibited from Transferring
any of its Holdings unless:

     

    (a)           such
Transfer occurs when such Party is not in default of any of the covenants or
conditions herein required to be kept or performed by such Party;
and

     

    (b)           such
Transfer is made with the consent of the other Party, which consent may be
withheld in the exercise of such other Party’s sole discretion, or

     

    (c)           
such transfer is made in conformity with the procedure prescribed in Section
5.3, in which case the consent of the other Party shall be deemed to have been
given.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.3           Right
of First Refusal

     

    If a
Party (hereinafter in this Section referred to as the “Owner”) makes a bona fide offer to or
receives a bona fide
offer from an independent third party (the “Proposed Purchaser”) dealing
at arm’s length with the Owner, to purchase all or part of the Owner’s Holdings
which offer the Owner desires to accept, then the Owner will first offer (the
“Offer”) such Holdings
in writing to the other Party on the terms offered by the Proposed
Purchaser.  The Offer will specify the price and terms and conditions
of such sale, the name of the Proposed Purchaser and, if the offer received by
the Owner from the Proposed Purchaser provides for any consideration payable to
the Owner other than in cash, the Offer will include the Owner’s good faith
estimate of the cash equivalent of the non-cash consideration.  If
within a period of sixty (60) days after receipt of the Offer, the other Party
notifies the Owner in writing that it will accept the same, the Owner will be
bound to sell such Holdings to the other Party (subject as hereinafter provided
with respect to price) on the terms and conditions of the Offer.  If
the Offer so accepted by the other Party contains the Owner’s good faith
estimate of the cash equivalent consideration as aforesaid, and if the other
Party disagrees with the Owner’s best estimate, the other Party will so notify
the Owner at the time of acceptance and the other Party will, in such notice,
specify what it considers, in good faith, the fair cash equivalent to be and the
resulting total purchase price.  If the other Party so notifies the
Owner, the acceptance by the other Party will be effective and binding upon the
Owner and the other Party and the cash equivalent of any such non-cash
consideration will be determined by binding arbitration pursuant to the terms
and conditions of this Agreement and will be payable by the other Party, subject
to prepayment as hereinafter provided, within sixty (60) days following its
determination by arbitration.  The other Party will in such case pay
to the Owner, against receipt of an absolute transfer of clear and unencumbered
title to the Holdings of the Owner being sold (subject, however, to the terms
and conditions of this Agreement), the total purchase price which it specified
in its notice to the Owner and such amount will be credited to the amount
determined following arbitration of the cash equivalent of any non-cash
consideration.  If the other Party fails to notify the Owner before
the expiration of the time limited therefor that it will purchase the Holdings
offered, the Owner may sell and transfer such Holdings to the Proposed Purchaser
at the price and on the terms and conditions specified in the Offer for a period
of sixty (60) days, provided that the terms of this Section will again apply to
such Holdings if the sale to the Proposed Purchaser is not completed within the
said sixty (60) days.  Any sale hereunder will be conditional upon the
Proposed Purchaser delivering a written undertaking to the other Party, in form
and content satisfactory to its counsel, that the Proposed Purchaser shall be
bound by and the Holdings so acquired shall be subject to the terms and
conditions of this Agreement.

     

    5.4           Exceptions

     

    Nothing
in Section 5.2 or Section 5.3 applies to or restricts in any
manner:

     

    (a)           a
disposition by the transferring party (the “Transferring Party”) of part or all
of its Holdings to an Affiliate of the Transferring Party, provided that such
Affiliate first assumes and agrees to be bound by the terms of this Agreement;
or

     

    (b)           an
amalgamation or corporate reorganization involving the Transferring Party which
has the effect in law of the amalgamated or surviving corporation possessing all
the property, rights and interests and being subject to all the debts,
liabilities and obligations of each amalgamating or predecessor corporation;
or

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c)           a
forfeiture, withdrawal or Transfer that is otherwise specifically required or
permitted under this Agreement.

     

    5.5           Conditions
of Transfers

     

    As a
condition of any Transfer other than to another Party or a Joint Venture
Company, the transferee must covenant and agree to be bound by the terms and
conditions of this Agreement, including this Article 5, and prior to the
completion of any such Transfer, the Transferring Party will deliver to the
other Party evidence thereof in form and content satisfactory to its
counsel.  Notwithstanding any such Transfer, the Transferring Party
will remain liable for all of its obligations hereunder, unless all Holdings of
the Transferring Party have been Transferred to a third party pursuant to
Section 5.3 or Section 5.4.

    


     

    ARTICLE
VI

     

    GENERAL

     

    6.1           Governing
Law.

     

    This Agreement shall be governed by and
interpreted in accordance with the laws applicable in the courts of British
Columbia, Canada without regard for conflicts of laws or choice of laws
principles that would permit or require the application of the laws of any other
jurisdiction.

     

    6.2           Notices.

     

    Any notice, direction, election or
other communication (a “notice”) given hereunder,
regardless of whether such notice was required, permitted or otherwise provided
pursuant to or in respect of this Agreement, shall be in writing and may be
personally delivered by commercial courier or sent by facsimile to the address
or fax number set forth below.  A notice, if personally delivered,
shall be deemed to have been given and received on the day of delivery and, if
sent by facsimile, will be deemed to have been given and received on the day
sent, if delivered or sent during normal business hours of the recipient on a
business day, otherwise on the next following business day if delivered or sent
outside of normal business hours.   Notices in each case shall be
addressed as follows:

     

    (a)           If
to MPDP, to:

     

    Minera
Phelps Dodge Peru S.A.C.

    c/o
William C. Williams

     

    1 North
Central Avenue

     

    Phoenix,
Arizona 85004

     

    USAFAX:  602.366.7314

     

    :

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    With copy
to:

     

    Freeport
McMoran Exploration Corporation

     

    1 North
Central Avenue

    Phoenix,
Arizona  85004

    USA

     

    Fax:                      602.366.7314

    Attention:            Richard
Leveille, President

     

    (b)           If
to AMERA, to:

     

    Amera
Resources (BVI) Inc.

     

    709 – 837
West Hastings Street

     

    Vancouver,
British Columbia V6C 3N6

     

    Canada

     

    Fax:                  (604)
687-1858

    Attention:        Nikolaos
Cacos, President and CEO

     

    With a
copy to:

     

    Amera
Resources Corporation

     

    709 – 837
West Hastings Street

     

    Vancouver,
British Columbia V6C 3N6

     

    Canada

     

    Fax:                  (604)
687-1858

    Attention:        Nikolaos
Cacos, President and CEO

     

    Any Party
may give, at any time, notice in writing to the other Party of any change of
address of the Party giving such notice and, from and after the giving of such
notice, the address or addresses therein specified shall be deemed to be the
address of such Party for purposes of giving notice hereunder.

     

    6.3           Further
Assurances.

     

    The Parties shall execute and deliver
such documents and do such other things as may be necessary or advisable to give
effect to the intent of the Parties under this Agreement.

     

    6.4           Amendment
and Waiver.

     

    No provision of this Agreement may be
amended or waived except by an instrument in writing signed by the Parties
hereto.  An amendment or waiver of any provision of this 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Agreement
will be binding upon a Party only if in writing and signed by that
Party.  Any waiver of any provision of this Agreement shall apply only
to the subject matter of that written waiver.

     

    6.5           Successors
and Assigns.

     

    This Agreement shall be binding upon
and inure to the benefit of the Parties hereto and their respective successors
and permitted assigns.

     

    6.6           Press Release.

     

     Subject to the confidentiality
provisions of Section 6.7, AMERA may from time to time issue a press release,
setting forth, among other things, the terms of the transaction contemplated
herein, provided that AMERA shall deliver to MPDP in writing the proposed press
release not less than three ( 3) Business Days in advance of its release, and
further provided that AMERA will accept and incorporate in such release all of
MPDP’s reasonable comments.

     

    6.7           Confidentiality.

     

    The terms of this Agreement and all
Exploration Information and other data and information exchanged between the
Parties, including the nature and existence of the transaction contemplated
hereunder, shall be confidential and such confidential information provided to
the other Party shall not be used (except to evaluate the transaction described
herein) or disclosed to any third party, except in compliance with the
procedures of Section 6.6 or as required by law or applicable stock exchange
rule and, in such circumstances, only in compliance with the procedures of
Section 6.6.  A Party may disclose confidential information to its
directors, officers, the directors and officers of its Affiliates, advisors,
consultants and lenders or prospective lenders or financing sources
(collectively “Recipients”) for the purpose
of evaluating the transaction contemplated hereby or in connection with the
future planned activities on the Property, provided that those Recipients agree
to maintain such information in confidence in accordance with the provisions of
this Section 6.7.  Information in the public domain or otherwise
lawfully obtained by a Party from another source shall not be subject to the
foregoing constraints.  If this Agreement is terminated, AMERA will
return and deliver to MPDP all documents containing confidential information,
except that AMERA may retain a summary of the documents returned and delivered
to MPDP in order to have a record of the documents so returned or
delivered.  Each Party agrees to defend, indemnify and hold harmless
the other Party for, from and against any loss, cost, expense or damage arising
from the failure of the indemnifying Party to comply with the provisions of this
Section.

     

    6.8           Force
Majeure.

     

    The obligations of a Party shall be
suspended to the extent and for the period that performance is prevented by any
cause, whether foreseeable or not, beyond its reasonable control.

     

     

    6.9           Arbitration.

     

    Any
disagreement between the Parties or matter in dispute hereunder will be taken to
successively higher levels of the Parties’ management.  If there is no
resolution of the dispute at the level of the respective chief executive
officers of AMERA and MPDP, then a Party may refer the matter to arbitration as
hereinafter provided, and any such disagreement or disputed matter 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      that
cannot be settled through such corporate process will be determined by three
arbitrators, being one arbitrator appointed by each of the Parties and the third
arbitrator to be appointed by the first two arbitrators.  The two
arbitrators selected by the respective Parties will be experienced and
knowledgeable in the mining industry.  Arbitration hereunder will be
conducted in accordance with the commercial arbitration rules of the United
Nations Commission on International Trade Laws (“UNCITRAL”) (in this Section
6.9, the "Rules").  The
arbitrators will fix a time and place in Vancouver, British Columbia, Canada for
the purpose of hearing the evidence and representations of the Parties and they
will preside over the arbitration and determine all questions of procedure not
provided for under the Rules or this Section.  The arbitrators will
make a written award and deliver a copy to each of the Parties.  The
expense of the arbitration, including the arbitrators’ travel costs, expert
witness fees and attorneys fees and costs, will be paid as determined in the
discretion of the panel, having due regard for the outcome of the arbitration
and the relationship of the result to the positions taken by the
Parties.   The award of the panel will be final and binding upon
each of the Parties.  Except where matters are expressed herein to be
subject to arbitration, the courts of the province of British Columbia, Canada
will have exclusive jurisdiction to hear and determine all matters relating to
this Agreement, including enforcement of the obligation to
arbitrate.  Nothing contained in this Section 6.9 is intended to
affect the rights of a Party to enforce in courts outside of British Columbia an
award or a judgment entered thereon.

    

    


     

    6.10                      Time
of the Essence.

     

    Time shall be of the essence in the
performance of this Agreement.

     

    6.11                      Entire
Agreement.

     

    This Agreement constitutes and contains
the entire agreement and understanding between the parties and supersedes all
prior agreements, memoranda, correspondence, communications, negotiations and
representations, whether oral or written, ex­press or implied, statutory or
otherwise between the parties or any of them with respect to the subject matter
hereof.

     

    6.12                      Condition
Precedent.

     

    This Agreement is subject to the prior
acceptance of this Agreement by the Exchange.  AMERA covenants with
MPDP to undertake diligently to obtain all requisite regulatory approvals to the
execution, delivery and performance of this Agreement and to promptly give MPDP
notice thereof.  If the condition precedent contemplated by this
Section has not been removed or satisfied on or before thirty (30) days after
the Effective Date, this Agreement, without further notice or action of any
Party, shall be terminated and the provisions of Sections 4.3 through 4.6 shall
apply.

     

    6.13                      Counterparts/
Registration.

     

    This Agreement may be signed in
counterparts and delivered by facsimile.  Each of the counterparts,
when delivered, will be deemed to be the original and all of which together will
constitute one and the same document.  If this Agreement is delivered
by facsimile, a copy of the signed original will be provided to the other Party
by courier.  This Agreement shall be registered as a cesion minera in accordance
with the applicable laws of Peru.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN WITNESS WHEREOF this
Agreement has been executed as of the date first above given.

    


    
      
        	MINERA
      PHELPS DODGE PERU S.A.C.	 	 	 	 
	 	 	 	 	 
	
                By:  /s/ Richard
      Leveille                                       
      

              	 	 	
                 

              	 
	
                     
      Richard Leveille, President

              	 	 	
                 

              	 
	
                 

              	 	 	
                 

              	 


      

    

     

    
      
        	AMERA RESOURCES (BVI)
INC. 	 	 	 	 
	 	 	 	 	 
	
                By:   /s/  Nikolaos Cacos,
      President                     
      

              	 	 	
                 

              	 
	
                     
      Nikolaos Cacos, President